LICENSE AGREEMENT

This Cherafy License Agreement (the "Agreement"), effective as of the Effective Date, outlines the terms under which the agent, as identified in Exhibit A ("Agent"), is granted a limited license to use Cherafy's software solutions, herein referred to as the "Product". The Agent's principal offices and authorized locations, as listed on the Agent’s dashboard within the Cherafy platform or as otherwise designated by Cherafy at its discretion ("Exhibit A"), along with Cherafy Limited LLC, a Florida limited liability company operating as Cherafy with its principal offices located in Orlando, FL ("Cherafy"), collectively are referred to as the "Parties"

Background

Cherafy has developed proprietary software solutions aimed at streamlining insurance management processes ("Product"). The Agent seeks to utilize these solutions to enhance their insurance business operations. In acknowledgment of the mutual agreements and for other valuable considerations, the sufficiency of which is hereby recognized, the Parties agree to the following terms:

1. The Product

1.1 Access to the Product: The Agent agrees not to reverse engineer, copy, modify, or engage in any other actions aimed at discovering the Product's source code or proprietary elements. This includes prohibitions on selling, sublicensing, or otherwise exploiting the Product beyond the scope explicitly granted herein. Unauthorized attempts to dissect or replicate the Product will lead to immediate revocation of the Agent's license. The Agent is not entitled to access the Product's source code.

1.2 Agent Requirements: The Agent is responsible for securing, at their own expense, all necessary internet connectivity, hardware, and software required for the optimal operation of the Product, adhering to specifications recommended by Cherafy.

1.3 Ownership: Cherafy retains sole and exclusive ownership of all intellectual property rights in the Product. This Agreement does not constitute a sale of any rights in the Product. The Agent acknowledges that they hold no claims to the Product or related intellectual property except for the usage rights expressly granted by this Agreement.

1.4 Agent Materials Any content or materials provided by the Agent to Cherafy in the course of using the Product ("Agent Materials") remains the property of the Agent. Cherafy may use these materials solely to fulfill its obligations under this Agreement, which may include editing or deleting content as necessary for the Product's functionality.

2. Term and Termination

2.1 Term: The duration of this Agreement commences on the Effective Date and will persist until either the termination or expiration of the Product Term, as may be periodically updated by mutual written agreement of the Parties (the "Term")

2.2 Product Term: The Product Term encompasses both the Initial Product Term and any subsequent Product Renewal Terms. The Product Term defines the period during which the Agent or an authorized end user is permitted to use the specified Product under a limited license as outlined in this Agreement.

2.3 Initial Product Term: The Product Term encompasses both the Initial Product Term and any subsequent Product Renewal Terms. The Product Term defines the period during which the Agent or an authorized end user is permitted to use the specified Product under a limited license as outlined in this Agreement.

2.4 Product Renewal Term: Upon conclusion of the Initial Product Term, the Product Term will automatically renew for an additional term of equal length to the Initial Product Term, termed a "Product Renewal Term," unless terminated by either Party before the end of the current Term. Cherafy reserves the right to modify subscription fees and other charges associated with the Product. Should Cherafy increase any such fees or prices, the Agent has the right to terminate this Agreement, notwithstanding any pre-existing obligations that arose before the effective date of such adjustments, without further obligations.

2.5 Termination: Aside from the provisions in Section 2.1, this Agreement may be terminated by either Party for cause with a written notice to the other Party if:

  • (i) There is a material breach of this Agreement;
  • (ii) There is a reckless or willful violation of applicable laws;
  • (iii) A voluntary bankruptcy petition is filed by, or an involuntary one is filed against, one of the Parties;
  • (iv) A Party is declared insolvent, makes a deal for the benefit of creditors, appoints a receiver or similar entity, or liquidates a majority of its assets.

3. Confidentiality

3.1 Protection of Confidential Information

The Agent acknowledges that during the tenure of this Agreement, they may be exposed to or acquire confidential and proprietary information related to Cherafy's operations, products, and business strategies, including but not limited to business and marketing strategies, financial data, intellectual property, and other information not publicly available ("Confidential Information"). The Agent is obligated to use this Confidential Information solely for fulfilling their obligations under this Agreement and must protect it with the same degree of care that they would use with their own confidential information, which in any case should not be less than reasonable care. The confidentiality obligations do not apply to information that: (i) was already known to the Agent prior to receiving it from Cherafy, with proof from documents or records; (ii) has become publicly known through no fault of the Agent; or (iii) is received rightfully by the Agent from a third party without any confidentiality restrictions. These obligations to protect Confidential Information will persist even after the termination of this Agreement.

3.2 Prior Agreements on Confidentiality

Should there exist any agreements on confidentiality made between the Parties either before or after the date of this Agreement, the terms of this Agreement shall not be construed to limit or reduce the protection afforded to Cherafy's Confidential Information under those agreements.

4. Data and Data Security

4.1 Cherafy's Use and Protection of Data: Cherafy is authorized to utilize, reveal, or access data provided by the Agent ("Agent Data") to the extent permitted by the Agent for purposes including but not limited to supporting and enhancing the Product, developing new solutions, optimizing internal business operations, legal compliance, and any other objectives Cherafy may deem appropriate in the future. Cherafy commits to employing industry-standard measures and protocols to restrict access to Agent Data by its employees and contractors, limiting such access solely to the aforementioned purposes. Nonetheless, Cherafy does not guarantee full compliance with data protection laws or the effectiveness of data security measures by any third parties. It's acknowledged by the Agent that Cherafy support personnel and possibly other third parties might, under certain conditions, have access to the Agent Data.

4.2 Agent's Responsibility for Data Security: Cherafy is authorized to utilize, reveal, or access data provided by the Agent ("Agent Data") to the extent permitted by the Agent for purposes including but not limited to supporting and enhancing the Product, developing new solutions, optimizing internal business operations, legal compliance, and any other objectives Cherafy may deem appropriate in the future. Cherafy commits to employing industry-standard measures and protocols to restrict access to Agent Data by its employees and contractors, limiting such access solely to the aforementioned purposes. Nonetheless, Cherafy does not guarantee full compliance with data protection laws or the effectiveness of data security measures by any third parties. It's acknowledged by the Agent that Cherafy support personnel and possibly other third parties might, under certain conditions, have access to the Agent Data.

5. Fees and Payment

5.1 Fees
  1. Agreement on Fees: The Agent commits to paying Cherafy for the use of the Product and any other services or features selected during or after the registration process. These fees align with Cherafy’s current price list.
  2. Exclusion of Taxes: Quoted fees do not include taxes, which the Agent is responsible for. Any changes in the Product or its features may lead to adjusted fees, calculated based on Cherafy’s current billing practices.
  3. Earning of Fees: Fees for any Product or service are considered earned on the Product’s Effective Date without pro-rata distribution.
  4. Promotions and Incentives: Cherafy may, at its discretion, offer or rescind promotions or incentives in compliance with applicable laws.
  5. Credit Verification: Cherafy may perform credit card verifications, possibly reflected as an Authorization Charge by some banks, which is refunded.
5.2 Payment Terms
  1. Invoicing: Cherafy will periodically invoice the Agent for subscription fees, related expenses, and taxes. Payment is due by the specified Due Date.
  2. Collection of Unpaid Invoices: The Agent covers all costs incurred by Cherafy in collecting unpaid amounts, including attorney fees.
  3. Expense Reimbursement: Any expenses pre-agreed in writing by the parties will be reimbursed by the Agent.
5.3 Taxes
  1. Responsibility for Taxes: The Agent is responsible for all applicable taxes (excluding taxes on Cherafy’s income) related to the fees.
  2. Government-Imposed Levies: If required, Cherafy may invoice the Agent for government-imposed taxes or levies, which the Agent must pay in addition to the fees.

6. Warranties and Representations

6.1 By Agent
  1. Organizational Status: The Agent confirms that, if an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction, possessing full power to enter this Agreement and fulfill its obligations
  2. Authority and Binding Obligation: The execution of this Agreement has been properly authorized, and it constitutes a legally binding obligation, enforceable in accordance with its terms
  3. Licenses and Approvals: The Agent holds all necessary governmental licenses, permits, and approvals required for its operations and the use of the Product, and commits to maintaining these throughout the Agreement's term.
  4. No Conflict: The Agent's agreement to and performance under this Agreement do not and will not violate any other agreement, law, or obligation to which the Agent is subject.
  5. Litigation and Actions: The Agent is not involved in any legal actions that could affect its obligations under this Agreement and is unaware of any potential litigation or actions that could arise.
  6. Compliance with Laws: The Agent confirms compliance with all applicable laws and regulations and will continue to comply throughout the term of this Agreement.
  7. End User Licenses: If the Agent acts as an End User, they will sign an End User License Agreement as required by Cherafy. If the Agent is not the End User, they will ensure all End Users sign the required End User License Agreement.
6.2 Agent Acknowledgment
  1. Dependency on External Platforms: The Agent acknowledges that the Product's functionality may depend on interfaces with third-party platforms and APIs, which may necessitate updates or changes subject to additional fees.
  2. No Third-Party Warranties: Cherafy does not endorse or assume liability for third-party software, products, or materials, including their functionality or compatibility with Cherafy’s Product.
6.3 DISCLAIMER
  1. AS IS Provision: The Product is provided "AS IS" without warranty of any kind. Cherafy disclaims all warranties, express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement.
  2. No Uninterrupted Access: Cherafy does not guarantee uninterrupted or error-free access to the Product and will make reasonable efforts to restore access or may terminate the Agreement at its discretion without further obligation.
  3. No Liability for Results: Cherafy assumes no liability for the results, data, or information generated through the use of the Product, nor for its compatibility or suitability for specific uses or environments, including within the insurance industry.
  4. No Advisory Obligation or Liability: Cherafy's provision of advice or service does not create any obligation or liability, nor does it imply indemnification against any claims, damages, or losses.

7. Limitation of Liability

7.1 Liability Cap
  1. Financial Limit: Cherafy's total liability arising from or related to this Agreement and the Product is capped at the total amount paid by the Agent to Cherafy for the Product in the 180 days preceding the event that initiated the claim. Under no circumstances will Cherafy’s liability exceed this amount.
  2. Exclusion of Certain Damages: Notwithstanding any provisions to the contrary in this

    Agreement, Cherafy shall not be liable for any form of indirect or direct damages, including but not limited to:

    • Incidental, consequential, special, punitive, or exemplary damages,
    • Financial losses such as lost revenue, business, profits, savings, or productivity,
    • Data loss, whether through disclosure or corruption, and
    • Business interruption or any damages arising from the inability to use the Product, regardless of any prior advisories on potential losses and irrespective of the lawsuit's nature (contract, tort, etc.).
  3. Force Majeure: Cherafy is not liable for any failure to perform its obligations if such failure is caused by unforeseeable circumstances beyond its reasonable control, including natural disasters, strikes, power or internet outages, service disruptions, war, or legal or governmental actions.

This section is intended to clearly define the limitations on Cherafy's liability, emphasizing the protection against unforeseeable and uncontrollable events while ensuring a fair and predictable framework for addressing any claims.

8. General Provisions

8.1 Relationship of the Parties
  1. Independent Contractors: The Parties are independent contractors. Neither is considered or represents itself as an agent, employee, associate, or in a joint venture with the other.
  2. No Binding Authority: Neither Party has the authority to bind the other to any contract or commitment
8.2 Assignment
  1. Agent Restrictions: The Agent cannot assign or transfer rights or obligations under this Agreement without Cherafy's prior written consent.
  2. Cherafy Rights: Cherafy may assign or transfer its rights or obligations at any time without notifying the Agent.
8.3 Successors
  1. Binding Provisions: All provisions of this Agreement benefit and bind the Parties' successors, assigns, and transferees.
8.4 Waiver/Amendment
  1. Written Agreement Required: No waiver, amendment, or modification of this Agreement is effective unless in writing and signed by Cherafy.
8.5 Headings
  1. Convenience Only: Headings are for convenience and do not affect the interpretation of this Agreement.
8.6 Counterparts
  1. Multiple Forms Acceptable: This Agreement can be executed in any number of counterparts, through any form of media or technology, each considered an original but all constituting one document.
8.7 Applicable Law and Dispute Resolution
  1. Governing Law: Governed by Florida law, without regard to conflict of laws principles.
  2. Jurisdiction: Exclusive jurisdiction in Orange County, Florida courts for disputes.
  3. Exclusions: Excludes the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
8.8 Severability
  1. Surviving Provisions: Certain sections survive termination, including intellectual property, confidentiality, data security, warranties, limitations of liability, and any accrued payment obligations
8.9 Survival
  1. Surviving Provisions: Certain sections survive termination, including intellectual property, confidentiality, data security, warranties, limitations of liability, and any accrued payment obligations.
8.10 Third-Party Beneficiaries
  1. Exclusive Benefit: This Agreement benefits only the Parties and not any third party, including End Users
8.11 Entire Agreement
  1. Supersedes Prior Agreements: This Agreement, including referenced Exhibits, constitutes the entire agreement on its subject matter, overriding any prior agreements.

Acceptance: By clicking “I accept” or through an electronic signature or any action demonstrating assent to this Agreement's terms, the Agent agrees to be bound by this Agreement, effective as of the Effective Date.

9. Contact Information

For any inquiries, notices, or communication related to this Agreement, please contact the respective parties as follows:

Cherafy (Licensor)
  • Company Name: Cherafy Limited LLC, doing business as Cherafy
  • Address: 2169 Crosston Cir, Orlando, FL 32824, United States
  • Email: support@cherafy.co